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Section 3. Term of Agreement. This Agreement shall become effective as of January 25, 2016 and, unless sooner terminated by either party pursuant to the terms of this Agreement, shall remain in effect thereafter for a period of five (5) years from such date. Unless FirstSouthwest or the Issuer shall notify the other party in writing at least forty- five (45) days in advance of the applicable anniversary date that this Agreement will not be renewed, this Agreement will be automatically renewed on the fifth anniversary of the date hereof for an additional one (1) year period, and thereafter will be automatically renewed on each anniversary date for successive one (1) year periods, for a maximum term, including all renewals, of ten (10) years. Section 4. Termination. This Agreement may be terminated with or without cause by the Issuer or FirstSouthwest upon the giving of at least forty-five (45) days prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. In the event of such termination, it is understood and agreed that only the amounts due FirstSouthwest for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. Section 5. Compensation and Expense Reimbursement. The fees due to FirstSouthwest for the services set forth and described in Section I of this Agreement with respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in accordance with the schedule set forth on Appendix A attached hereto. Unless specifically provided otherwise on Appendix A or in a separate written agreement between Issuer and FirstSouthwest, such fees, together with any other fees as may have been mutually agreed upon and all expenses for which FirstSouthwest is entitled to reimbursement, shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser. Section 6. Personnel. Edward D. Stull, Jr., Managing Director, will be assigned to work with County as Financial Advisor. If, for any reason, personnel assigned is changed or replaced, the County has the right to immediately terminate this Agreement. The County has the right to approve, disapprove, or request, for any reason, FirstSouthwest to replace any personnel assigned by FirstSouthwest to the account. Should the County make such a request, FirstSouthwest shall promptly suggest a substitute until a satisfactory substitute is selected. Section 7. Indemnification. To the fullest extent permitted by law, FirstSouthwest shall indemnify and hold harmless the County, its commissioners, officers, and employees from liabilities, damages, losses and costs including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of FirstSouthwest and other persons employed or utilized by FirstSouthwest in the performance of this Agreement. 7